Seth Lukash
About Seth Lukash
Independent director of Advent Technologies Holdings, Inc. (ADN); age 78; re-elected as a Class II director at the October 22, 2025 annual meeting with a term through the 2028 annual meeting . A career operator/investor, he served ~30 years as CEO of technology and manufacturing companies, including CEO/President of Tridex, Inc. (now TransAct Technologies) and Chairman/CEO of Progressive Software, later advising OEM Capital and Strategic Turnaround Equity Partners; BA in Finance from the University of Miami; began as a research analyst at Carter Berlind & Weil . The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Tridex, Inc. (n/k/a TransAct Technologies) | CEO & President | Prior career (dates not specified) | Led a manufacturer of printers/peripherals for banking, lottery/gaming, retail |
| Progressive Software | Chairman & CEO | Prior career (dates not specified) | Led large provider of application software to restaurant/hospitality industry |
| OEM Capital (boutique investment bank) | Advisor | After prior company divestitures | Advised on transactions/financing |
| Strategic Turnaround Equity Partners, LP | Advisor | After prior company divestitures | Fund focused on undervalued public companies |
| AI start-up (undisclosed) | Advisor | Last two years (from proxy date) | Organization/financing structuring |
| Carter Berlind & Weil | Research Analyst (early career) | Early career | Equity research background |
External Roles
| Category | Role | Company/Body | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | ADN proxy does not list other current public boards for Lukash |
| Private/Non-profit boards | Not disclosed | — | No disclosures for Lukash beyond ADN board |
Board Governance
- Independence: Board classifies Lukash as independent; ADN board is majority independent (4 of 6) .
- Board structure: 6 directors; staggered classes; no chair or lead independent director appointed (board reviews structure periodically) .
- Committee assignments and roles: Lukash chairs the Audit Committee (audit committee financial expert) and the Nominating & Corporate Governance Committee; also serves on the Compensation Committee .
- Attendance: For 2024, no director attended fewer than 75% of board/committee meetings; independent directors meet in executive sessions without management . For 2023, no director attended fewer than 75% either .
| Committee | Members | Chair | Key Notes |
|---|---|---|---|
| Audit | Lukash, Celia, Seelenfreund | Lukash | Lukash designated “audit committee financial expert”; oversees auditors, ICFR, risk, related-party reviews |
| Compensation | Lukash, Celia | Celia | Reviews exec/director pay, plans, severance/CIC, consultant oversight |
| Nominating & Corporate Governance | Lukash, Celia | Lukash | Board evaluation, nominations, governance guidelines, succession planning |
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Lukash) | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 paid quarterly | $0 | New directors who joined on/after Aug 30, 2024 were “not currently entitled” to board compensation; Lukash showed no 2024 director fees in the proxy table |
| Meeting fees | Not disclosed | — | Not disclosed in proxy |
| Committee chair/member fees | Not disclosed | — | Not disclosed in proxy |
Performance Compensation
| Equity Element | Policy/Amount | Vesting/Terms | 2024 Actual (Lukash) |
|---|---|---|---|
| Annual equity grant (non-employee directors) | Stock awards equal to $100,000 divided by grant-date share price | Time-based RSUs; director limit: max $500,000 total director pay/year (cash+equity) | $0 (not currently entitled for those joining on/after Aug 30, 2024) |
- Performance conditions: No performance metrics disclosed for director equity (time-based RSUs for other directors); 2024 director grants to prior board were RSUs (time-based), not PSU/TSR-based .
Other Directorships & Interlocks
| Type | Overlap/Interlock | Governance Consideration |
|---|---|---|
| Prior advisory link | Lukash previously advised Strategic Turnaround Equity Partners; ADN CEO Gary Herman co-managed that fund 2005–2020 (prior to joining ADN) | Not a related-party transaction per proxy, but network overlap could shape board dynamics; monitor for potential conflicts in transactions (none disclosed) |
| Committee concentration | Audit, Compensation, and Nominating committees are comprised of the same two or three independent directors (Lukash/Celia/Seelenfreund) | Concentration increases key-man risk; consider succession/refreshment to broaden oversight bench |
Expertise & Qualifications
- Audit and financial: Designated audit committee financial expert; finance/CEO/operator background across tech/manufacturing; prior research analyst experience .
- Governance: Chairs Audit and Nominating & Corporate Governance; independent status .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes/Date |
|---|---|---|---|
| Seth Lukash | 0 | <1% | No beneficial ownership reported as of Sep 19, 2025 (ADN outstanding shares: 3,291,634) |
| Stock ownership guidelines (directors) | 3x annual cash retainer | 5-year compliance window | Unvested time-based RSUs count; performance units and options do not; policy applies to non-employee directors |
| Pledging/Hedging | Prohibited | — | Insider trading policy prohibits pledging/margin and hedging/monetization transactions |
Shareholder Voting Signals
| Proposal (Oct 22, 2025) | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Elect Seth Lukash (Class II) | 898,871 | 203,378 | — | 200,368 | Elected; term to 2028 meeting |
| Say-on-Pay (NEO compensation) | 829,029 | 139,741 | 133,479 | 200,368 | Approved (advisory) |
| Say-on-Pay frequency | 373,872 (1-yr) | 23,306 (2-yr) | 559,297 (3-yr) | 145,774 | Plurality favored 3 years |
Related Party & Compliance
- Related-party transactions: None >$120,000 involving directors/executives since Jan 1, 2024; table shows related balance only with CTO (accrual) .
- Section 16(a) compliance: The company disclosed late filings of one Form 3 each for several directors including Lukash (delinquency) .
Governance Assessment
Strengths
- Independence plus deep finance/operator experience; designated audit committee financial expert; chairs two governance-critical committees (Audit; Nominating & Corporate Governance) .
- Positive shareholder support for his (re)election; say-on-pay passed in 2025, with triennial frequency preferred, suggesting tolerance for current comp approach amid turnaround efforts .
- Ownership alignment framework: 3x retainer guideline and strict anti-pledging/hedging policy .
Risks / RED FLAGS
- Section 16(a) reporting delinquency (late Form 3) undermines compliance optics; should be remediated with improved onboarding/controls .
- Very low personal ownership (no reported beneficial shares as of record date), which could weaken “skin-in-the-game” alignment versus guideline targets (though 5-year ramp allowed) .
- Committee concentration across the same small group (Lukash/Celia/Seelenfreund) increases oversight concentration risk; consider refreshment/expansion, lead independent director role, and meeting cadence visibility .
- Equity plan evergreen extension through 2046 and sizable share authorization increases may be viewed as shareholder-unfriendly if not tightly governed; requires vigilant compensation and audit oversight .
Policy/Process Notes
- No board chair/lead independent director designated; the board periodically reviews structure—consider appointing a lead independent to balance CEO/management influence .
- Compensation consultant (ClearBridge) engaged by the Compensation Committee; committee assessed no conflicts (good practice) .
- Director pay policy is $100k cash + $100k equity, but new directors who joined on or after Aug 30, 2024 (including Lukash) were “not currently entitled” to board pay per 2024 disclosure—unusual; clarity on 2025+ policy advisable for transparency and alignment .
Overall: Lukash brings strong financial, operating, and governance credentials and is central to board oversight (Audit/Nominating chairs). Attention should focus on bolstering ownership alignment, eliminating filing lapses, diversifying committee membership, and ensuring compensation/equity plan changes reflect shareholder interests .